(e) On January 28, 2013, Eli Smith, President of the Power Group of The Shaw Group Inc. (Shaw), signed a letter agreement from Shaw regarding a retention bonus in the amount of $500,000. The retention bonus is intended to encourage Eli Smith's continued contributions and sustained commitment to remain with Shaw / Chicago Bridge & Iron Company N.V. (CB&I) through and after the closing of the CB&I transaction (the CB&I Transaction) as contemplated by the Transaction Agreement by and between Shaw and CB&I dated as of July 30, 2012 (the Transaction Agreement). The retention bonus payment will be made three months after the closing of the CB&I Transaction. If the CB&I Transaction does not close, the retention bonus payment will be made within thirty days following the termination of the Transaction Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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